Most directors believe their boards are at least somewhat prepared for a leadership change
Two-thirds of directors say their boards are very prepared (24%) or somewhat prepared (43%) to execute a board leader transition in the next 12 months, if needed. Public company directors feel significantly more prepared to execute a leadership transition than private company directors, 72% versus 57%.
Related, most directors say their boards have done at least some planning for a leadership transition. About half indicate that their board has a formal or informal succession plan for board leadership, but only one-quarter say a formal plan has been documented or shared with the full board. Another 18% say a succession plan is “under development.”
Public company directors are more than twice as likely as private company directors to say their board has a formal and documented plan for board leader succession. By contrast, one-third of private company directors say their board does not have a succession plan for board leadership; one in five say a plan is under development.
Industry differences also emerge. Nearly 60% of industrial company directors say their board has a formal or informal plan for leader succession — the most of any industry sector — while directors in technology, media and telecommunications were least likely to say their board has a succession plan.
Does your board have a defined succession plan for its board leadership structure and roles?
|
% Public co. |
% Private co. |
| Yes, formal and documented and/or shared with the full board |
28% |
13% |
| Informal but understood |
31% |
28% |
| Under development |
16% |
21% |
| No |
22% |
34% |
| Not sure |
2% |
3% |
Board alignment and a prepared successor are the biggest contributors to a smooth board leader succession
More than half of directors (53%) say their board experienced a leader transition in the past three years, including 59% of public company directors and 44% of private company directors.
Among those who experienced a transition, the vast majority described the process as either very smooth (55%) or somewhat smooth (30%).
What are the characteristics of a smooth transition? Strong alignment among directors on leadership expectations and a clearly defined and well-prepared successor are the top contributors to a smooth process, followed by a well-managed handoff from outgoing leader.
What factors most contributed to the effectiveness of the transition?
|
% Public co. |
% Private co. |
| Strong alignment among directors on leadership expectations |
63% |
47% |
| A clearly identified and prepared successor |
55% |
62% |
| A well-managed handoff from outgoing leader |
51% |
46% |
| Effective involvement of the nominating/governance committee |
43% |
26% |
| Early and proactive succession planning |
39% |
31% |
| Transparent communication with management and key stakeholders |
32% |
29% |
By contrast, lack of preparation was the biggest issue when a transition didn’t go well. Among directors describing their board’s last leadership transition as somewhat or very challenging, 43% say the timing was forced by an unexpected event (retirement, crisis, etc.); 31% cite insufficient preparation or development of the successor; and 27% cite the lack of an identified successor. These findings underscore the importance of robust succession planning, including emergency succession scenarios.
What were the primary sources of difficulty in the transition?
|
% Public co. |
% Private co. |
| Timing was forced by an unexpected event (retirement, crisis, etc.) |
47% |
35% |
| Insufficient preparation or development of the successor |
29% |
35% |
| Lack of an identified successor |
26% |
29% |
| Disagreement among directors about the choice |
29% |
24% |
| Outgoing board leader not fully letting go |
29% |
18% |
| Unclear roles between board leadership and management |
18% |
24% |
Looking at their own board, directors see unanticipated changes, bench strength and misalignment as succession risks
An unexpected CEO transition or change to the leadership structure are the most commonly cited risks to board leadership succession plans. Other top risks include a shallow bench, the unexpected departure of an independent director, or external pressure — from investors or activists — forcing an accelerated leader transition.
Surveyed public company directors were more likely than private company directors to view external pressure and an unexpected board leader departure as risks, while private company directors more often cited company performance or crisis and a weak bench as succession risks.
Which of the following do you consider to be among the top 3 risks to the successful execution of your board leadership succession plan?
| Top leadership succession risks |
% Public co. |
% Private co. |
| Unexpected CEO transition |
28% |
27% |
| Unexpected need to change leadership structure |
24% |
24% |
| Board composition or tenure constraints |
20% |
16% |
| Insufficient bench of qualified board leader candidates |
18% |
24% |
| Lack of alignment among directors on the right timing for change |
18% |
15% |
| Unexpected independent board leader departure from the board |
18% |
11% |
| External pressure (investors, proxy advisors, activists) forcing an accelerated timeline or choice of successor |
18% |
7% |
| Company performance issues or crisis diverting focus |
16% |
25% |
The governance committee is most likely to own board leader succession planning
Half of all directors — and 60% of public company directors — say the nominating and governance committee has primary responsibility for board leader succession at their company. By comparison, private company directors are twice as likely as public company directors to say the full board is responsible for leader succession.
Who has primary responsibility for planning board leader succession at your company?
|
% Public co. |
% Private co. |
| Nominating and governance committee |
60% |
30% |
| Full board |
14% |
28% |
| Current chair or lead independent director |
14% |
17% |
| CEO (in consultation with the board) |
6% |
11% |
| Responsibility is unclear/not formally assigned |
4% |
13% |
| I don’t know |
1% |
1% |
Most directors believe board leader succession planning should begin two to three years in advance
More than half of directors (55%) believe planning for a board leader transition should begin two to three years before the handover. Another 35% believe a year or less is sufficient. Forty-five percent of private company directors say they are comfortable with a year to prepare versus 30% of public company directors.
Directors value a broad skill set in the board leader
When asked about the factors they would prioritize when selecting a new board leader, directors’ responses varied greatly. Public company directors were more likely than private company directors to value prior board leadership experience, CEO buy-in and strong interpersonal skills. By contrast, private company directors gave greater weight to industry experience, credibility with investors and stakeholders, and specialized skill sets.
If your board were to appoint a new board leader in the near term, which factors would carry the most weight?
% of directors ranking in the top 3
|
% Public co. |
% Private co. |
| Strong interpersonal skills |
44% |
29% |
| Prior board leadership experience |
41% |
39% |
| CEO buy-in |
34% |
16% |
| Investor and stakeholder credibility |
30% |
38% |
| Deep knowledge of the company |
29% |
30% |
| Extensive industry experience |
28% |
47% |
| Prior CEO experience |
26% |
21% |
| Availability/time commitment |
25% |
20% |
| Track record of CEO partnerships |
20% |
22% |
| Strong specialized skill sets |
12% |
28% |
| Length of service on our board |
10% |
8% |
Methodology
We surveyed 560 directors of U.S. public and private company boards between February 5 and February 24, 2026. Sixty-six percent (66%) were public company directors. Of the 34% who serve on a private company board, 46% are with private-equity-backed or venture-backed companies, 17% with a founder-led business and 17% with a family-owned company.